8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 5, 2007

INTER-TEL (DELAWARE), INCORPORATED

(Exact Name of Registrant as Specified in Charter)

Delaware	0-10211	86-0220994
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1615 S. 52nd Street Tempe, Arizona	85281
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (480) 449-8900

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On April 5, 2007 Alexander Cappello, Chairman of the Board of the Company, sent a letter to Steven G. Mihaylo, an Inter-Tel director and its largest shareholder, in response to Mr. Mihaylo’s letter of April 4, 2007. A copy of the text of each letter is attached as Exhibit 99.1 and 99.2, respectively.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1	Letter to Steven G. Mihaylo, dated April 5, 2007
Exhibit 99.2	Letter from Steven G. Mihaylo, dated April 4, 2007

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Inter-Tel (Delaware), Incorporated
Date: April 6, 2007	By:	/s/ Norman Stout
	Name:	Norman Stout
	Title:	Chief Executive Officer

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EX-99.1

Exhibit 99.1

April 5, 2007

Via Email and Regular Mail

Steven G. Mihaylo

P.O. Box 19790

Reno, Nevada 89511

Dear Steve:

I write in response to your letter of yesterday’s date. To begin, management and the Special Committee have repeatedly attempted to develop a constructive dialogue with you on each of the proposals included in your January 19 letter. We are extremely disappointed that notwithstanding our efforts and multiple discussions, as well as our commitment to discuss further your proposals at an extended Board meeting in April, you have elected to unilaterally escalate these matters into a public media campaign to advance your personal agenda of regaining control of the Company — all at the expense of the shareholders.

By contrast, the Board’s focus and aim are to enhance the Company’s value to benefit all stockholders. To this end, management and the Special Committee have developed and refined a Strategic Plan (the “Strategic Plan”), despite that during the last several years of your tenure as the CEO, you refused to develop and adopt a formal strategic plan for the Company. As I indicated in my letter to you of April 3, 2007, management and the Special Committee have also considered the report prepared by your consultant (“Report”) and other management initiatives in further refining both the Strategic Plan and the 2007 Operating Budget.

Moreover, the claim that “all [you] have heard [to date] is rhetoric” is patently wrong and belied by the above actions and your own selective recollection of events to suit your personal agenda. Indeed, it is telling that you conveniently ignore a simple fact such as notice of the April Board meeting, when the schedule for the regular Board meetings was circulated in November 2006 to all directors, as well as discussed and approved at the February 13, 2007 Board meeting. As approved by the Board, including you, the upcoming meeting is scheduled for: April 23 and 24, 2007.

At the February 13 Board meeting, management also made extensive presentations on management’s initiatives, your consultant’s Report, and each of the proposals listed in your January 19 letter. In addition, management made available, updated and commented on written materials, including management reports, current financial statements reflecting performance and the 2007 budgets. The Board also discussed at length specific cost and other strategic initiatives. You, however, neither offered a single comment nor asked a single question during these discussions other than responding to management’s inquiry as to whether the Board could potentially work directly with your consultant. That response was simply that it would depend on what action the Board took on your other issues. In our opinion, your silence and failure to

participate in the Board Room discussions of the very subjects about which you purportedly care speak volumes about your real motives.

In short, I urge you to consider carefully the continuing harm to the Company of conducting a public media campaign over issues that should be and are being discussed in the Board Room.

Very truly yours,

/s/ Alexander Cappello

Alexander Cappello

cc: Board of Directors

About Inter-Tel (Delaware), Incorporated

Inter-Tel (Nasdaq: INTL) offers value-driven communications products; applications utilizing networks and server-based communications software; and a wide range of managed services that include voice and data network design and traffic provisioning, custom application development, and financial solutions packages. An industry-leading provider focused on the communication needs of business enterprises, Inter-Tel employs approximately 1,950 communications professionals, and services business customers through a network of 57 company-owned, direct sales offices and approximately 300 authorized providers in North America, the United Kingdom, Ireland, other parts of Europe, Australia and South Africa. More information is available at http://www.inter-tel.com.

This letter contains forward-looking statements. All statements other than statements of historical fact may be forward-looking statements. These include statements concerning the anticipated results of the stockholder vote and the ability to maximize stockholder value. Such statements are based on current assumptions that involve risks and uncertainties which could cause the actual results, performance, or achievements of the Company to be materially different from those described in such statements, including, market acceptance of new and existing products, software and services; dependence on continued new product development; product defects; timely and successful hiring and retention of employees; retention of existing dealers and customers; industry, competitive and technological changes; general market and economic conditions; the composition, product and channel mixes, timing and size of orders from and shipments to major customers; price and product competition; and availability of inventory from vendors and suppliers. For a further list and description of such risks and uncertainties, please see the risks factors contained in the Company’s Form 10-K, as amended on Form 10-K/A, each as filed with the SEC, other subsequently filed current and periodic reports, and the Company’s most recent Form 10-Q dated November 9, 2006. Inter-Tel disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The Company will file a proxy statement with the SEC in connection with the solicitation of proxies for the 2007 Annual Meeting of Inter-Tel Stockholders. Such proxy statement, and any related proxy materials, will be available without charge when filed at the SEC’s website at www.sec.gov. Stockholders are encouraged to read the Company’s proxy materials when they are available because they will contain important information, including information regarding the participants in the Company’s proposed solicitation of proxies and any direct or indirect interest of such participants in such solicitation.

EX-99.2

Exhibit 99.2

Steven G. Mihaylo

P.O. Box 19790

Reno, Nevada 89511

April 4, 2007

VIA EMAIL AND FEDERAL EXPRESS

Alexander Cappello

Chairman, Board of Directors

Inter-Tel (Delaware), Incorporated

1615 South 52nd Street

Tempe, Arizona 85281

Dear Alex:

I am in receipt of your letter of April 3, 2007. I note that prior to my receipt of your letter, I had not been notified of the April 2007 meeting of the Board of Directors of Inter-Tel referenced in your letter and I remain unaware of the exact meeting date in April and time. I believe this is typical of the way that I, as the Company’s founder, largest stockholder and a member of the Board, as well as my two nominees on the Board, have been treated for the past several months.

While I appreciate the Board’s willingness to consider my stockholder proposals as set forth in the preliminary proxy statement I filed with the Securities and Exchange Commission on March 30, 2007, the Board has had well over two months to analyze the proposals which I first made in a letter to the Board on January 19. To date, all that I have heard is rhetoric, which I believe is solely designed to delay the process and to avoid taking any affirmative action to address the issues raised in my proposals, as further evidenced by the failure of the Board to set forth any meaningful plan of action for increasing stockholder value. I disagree with your conclusion that a “proxy contest is simply unnecessary.” A proxy contest is necessary because the Board failed to consider my proposals until after I filed a proxy statement, and I still have not received any written indication that the Board is serious about implementing any of my seven proposals or any written plan of action.

I believe that further rhetoric without action will ultimately jeopardize the interests of all of the stockholders which, as the largest stakeholder in the Company, will adversely affect me as well. Accordingly, I do not intend to withdraw my proposals or my proposed slate of directors

unless the Board puts forth a written plan of action satisfactory to me which either includes my proposals or provides a plan that will provide similar or greater value to the Company’s stockholders.

Sincerely,
/s/ Steven G. Mihaylo
Steven G. Mihaylo
cc:	Joseph J. Giunta
	Stephen Alexander

CERTAIN INFORMATION CONCERNING PARTICIPANTS

Steven G. Mihaylo (“Mr. Mihaylo”) and the other participants named below have filed a preliminary proxy statement with the Securities and Exchange Commission in connection with the 2007 Annual Meeting of Stockholders of Inter-Tel (Delaware), Incorporated (the “Company”), and plan to mail a definitive proxy statement and accompanying proxy card to the Company’s stockholders when completed.

THE PARTICIPANTS STRONGLY ADVISE ALL STOCKHOLDERS OF THE COMPANY TO READ THE PRELIMINARY PROXY STATEMENT THAT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE DEFINITIVE PROXY STATEMENT AND OTHER PROXY MATERIALS THAT ARE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. THE PRELIMINARY PROXY STATEMENT IS, AND THE DEFINITIVE PROXY STATEMENT AND SUCH OTHER PROXY MATERIALS WILL BE, AVAILABLE AT NO CHARGE ON THE SECUTIRIES AND EXCHANGE COMMISSION’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THE SOLICITATION WILL PROVIDE COPIES OF THE DEFINITIVE PROXY STATEMENT (WHEN AVAILABLE), WITHOUT CHARGE, UPON REQUEST. REQUESTS FOR COPIES OF THE DEFINITIVE PROXY STATEMENT SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR, MACKENZIE PARTIES, INC., AT ITS TOLL FREE NUMBER: 1 (800) 322-2885.

The participants in the solicitation are Mr. Mihaylo, Summit Growth Management LLC, The Steven G. Mihaylo Trust, Dr. Anil K. Puri, Kenneth L Urish, Neal I. Goldman and Michael R. Boyce. Information relating to the participants is contained in the preliminary proxy statement filed by the participants with the Securities and Exchange Commission.